All about the board: purpose, structure, productivity

The majority of not-for-profits will be, have been, or currently operate under a situation where the governance ‘line in the sand’ is blurred – that is, there are no clear lines and areas of focus between what the board does and what the CEO (management) does.

The fundamental issue here is that the CEO needs to be able to identify which stage the board of directors is operating at, as this will often determine the management style of the CEO and staff. There is nothing more frustrating than an organisation in which the lines of ‘making policy’ and ‘implementing policy’ are seriously blurred. Many not-for-profit organisations often request me to help them delineate these lines and to develop a more workable organisational structure.

The structure of the board meeting

To ensure this, board meetings should be carefully planned, facilitated and documented. Board meetings should be participative, with a clear and logical board agenda that requires board members to deliberate on policy issues resulting in strong, strategic decisions that are captured in the board minutes and then closely monitored for implementation.

Unfortunately, many board meetings usually drag on, with only some members participating, others digressing from the real issues, and others just pushing their own barrow – sound familiar? It’s often the most dedicated board members who become frustrated with these unproductive board meetings and soon leave the organisation, leaving the rest of the members to continue this ineffective approach to board governance.

Productive board meetings

One of the most effective ways to accomplish productive meetings and strong governance is to carefully design the ‘agenda’ and then closely facilitate to that agenda. The CEO and/or company secretary has an important role in ensuring that the Chair is reminded to keep to the agenda and to ensure that all agenda items are adequately addressed and not just glossed over.

Agendas should include operational, strategic and administrative topics.

Moreover, papers accompanying the agenda should carry ‘recommendations’, which reduces the time required in discussing an agenda item at the board meeting.

Without that careful design and facilitation of the agenda, board meetings too often result in prolonged confusion and frustration of members and overall ineffective governance of the organisation. Any board meeting that lasts for more than three or four hours needs to review its board structure, agenda and operations.